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                         AMENDMENT NO. 8 TO AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT


         THIS AMENDMENT NO. 8 (the "Amendment"), dated as of July 11, 2004, is
made by and among BANK OF AMERICA, N.A. (the "Bank") and OUTLOOK GROUP CORP. and
OUTLOOK LABEL SYSTEMS, INC. (individually, a "Borrower" and, together, the
"Borrowers").

                                    RECITALS

         A. The Bank and the Borrowers have entered into an Amended and Restated
Loan and Security Agreement dated as of May 12, 1999, as amended by an Amendment
No. 1 thereto dated as of November 30, 1999, Amendment No. 2 thereto dated as of
November 6, 2000, Amendment No. 3 thereto dated as of May 12, 2002, Amendment
No. 4 thereto dated as of August 12, 2002, Amendment No. 5 thereto dated as of
October 11, 2002, Amendment No. 6 thereto dated as of April 12, 2004 and
Amendment No. 7 thereto dated as of June 11, 2004 (as so amended, the
"Agreement").

         B. The Bank and the Borrowers desire to further amend the Agreement to
extend the Stated Termination Date, as set forth herein.

                                    AGREEMENT

1. DEFINITIONS. Capitalized terms used, but not defined, in this Amendment shall
have the meaning given to them in the Agreement.

2. AMENDMENT. The Agreement is hereby amended as follows:

         2.1 Section 1 of the Agreement is hereby amended by restating the
         defined term "Stated Termination Date" as follows:

                           "Stated Termination Date" means August 11, 2004.

3. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby represent and warrant to
the Bank that:

         3.1 There is no event which is, or with notice or lapse of time or both
         would be, a Default or an Event of Default under the Agreement except
         those Defaults or Events of Default, if any, that have been disclosed
         in writing to the Bank or waived in writing by the Bank;

         3.2 The representations and warranties of the Borrowers set forth in
         the Loan Documents are true and correct on the date of this Amendment
         as if made on the date of this Amendment;

         3.3 This Amendment has been duly authorized, and does not conflict with
         any of the Borrowers' articles of incorporation or by-laws; and



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         3.4 This Amendment does not conflict with any law, agreement, or
         obligation by which the Borrowers are bound.

4. CONDITIONS. This Amendment will become effective on the date first set forth
above upon delivery to the Bank of an original of this Amendment, duly executed
by the Borrowers.

5. EFFECT OF AMENDMENT. Except as provided in this Amendment, all of the terms
and conditions of the Agreement shall remain in full force and effect.

6. COUNTERPARTS. This Amendment may be executed in counterparts, each of which
when so executed shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument.

This Amendment is executed and delivered as of the date set forth above.

                                                 OUTLOOK GROUP CORP.


                                                 By:  /s/ Paul M. Drewek
                                                      --------------------------
                                                 Title:  Chief Financial Officer


                                                 OUTLOOK LABEL SYSTEMS, INC.


                                                 By:  /s/ Paul M. Drewek
                                                      --------------------------
                                                 Title:  Chief Financial Officer


                                                 BANK OF AMERICA, N.A.


                                                 By:  /s/
                                                      --------------------------
                                                 Title:  Vice President






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